Americold Realty Trust: Form 10-Q for the period ended Sep 30, 2025

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the Condensed Consolidated Financial Statements included in this Quarterly Report on Form 10-Q. In addition, the following discussion contains forward-looking statements, such as statements regarding our expectation for future performance, liquidity and capital resources, that involve risks, uncertainties and assumptions that could cause actual results to differ materially from our expectations. Our actual results may differ materially from those contained in or implied by any forward-looking statements. Factors that could cause such differences include, but are not limited to, those identified below and those described in Part I of this report under "Cautionary Statement Regarding Forward-Looking Statements" in this Quarterly Report on Form 10-Q and "Risk Factors” in our 2024 Annual Report on Form 10-K.

Management’s Overview

Americold Realty Trust, Inc. together with its subsidiaries (“ART”, “Americold”, the “Company”, “us” or “we”) is a Maryland corporation that operates as a real estate investment trust (“REIT”) for U.S. federal income tax purposes. The Company is a global leader in temperature-controlled storage, logistics, real estate and value-added services, and is focused on the ownership, operation, acquisition and development of temperature-controlled warehouses. As of September 30, 2025, we operated 235 warehouses globally, totaling approximately 1.4 billion cubic feet, with 191 warehouses in North America, 24 in Europe, 18 warehouses in Asia-Pacific, and 2 warehouses in South America.

Our business includes three primary business segments: Warehouse, Transportation, and Third-party managed. As of September 30, 2025, we have a minority interest in one joint venture: RSA Cold Holdings Limited (the “RSA joint venture”), which operates 2 temperature-controlled warehouses in Dubai.

Focus on Our Operational Effectiveness and Cost Structure

Our ongoing initiatives, some of which are detailed below, focus on streamlining business operations and reducing costs. This includes (i) centralizing processes; (ii) implementing operational standards; (iii) adopting new technology; (iv) enhancing health and safety programs; (v) leveraging our networks’ purchasing power; and (vi) fully integrating acquired assets and businesses. Such realignments have and will allow us to acquire new talent and strengthen our service offerings.

Additionally, as part of our initiatives to streamline our business processes and to reduce our cost structure, we are continuously evaluating whether to exit less strategic and profitable markets and business lines, including the sale of certain warehouse assets, the exit of certain leased facilities, and the exit of certain managed warehouse agreements. Through our process of active portfolio management, we continue to evaluate our markets and offerings.

Other costs reduction initiatives

To reduce facility costs, we continue to invest in energy efficiency projects, including LED lighting, thermal and solar energy storage, motion-sensor technology, variable frequency drives, third-party efficiency reviews, real-time energy consumption monitoring, rapid open and close doors, and alternative-power generation technologies. We have also fine-tuned our refrigeration systems, implemented rain water harvesting and energy management practices, as well as increased our participation in Power Demand Response programs with some of our power suppliers. These initiatives have allowed us to reduce our consumption of kilowatt hours and energy spend.

Key Factors Affecting Our Business and Financial Results

Project Orion

In February 2023, we announced our transformation program “Project Orion” designed to drive future growth and achieve our long-term strategic objectives, through investment in our technology systems and business processes across our global platform. The project includes the implementation of a new, best-in-class, cloud-based enterprise resource planning (“ERP”) software system. The primary goals of this project are to streamline standard processes, reduce manual work and incrementally improve our business analytics capabilities. Highlights of the project include implementing centralized customer billing operations, a global payroll and human capital management platform, next-generation warehouse maintenance capabilities, global procurement functionality and shared-service operations in certain international regions, among others. We expect the benefits of these initiatives to include revenue and margin improvements through pricing data and analytics and heightened customer contract governance, finance and human resources cost reductions, information technology (“IT”) applications and infrastructure rationalization, reduced associate turnover, working capital efficiency and reduced IT maintenance capital expenditures. The activities associated with Project Orion are expected to be substantially complete, with the exception of the implementation in Europe, within three years from the project’s start date. Since inception, the Company has incurred $212.5 million of implementation costs related to Project Orion, including expenses reported in “Acquisition, cyber incident, and other, net” on the Condensed Consolidated Statements of Operations and costs deferred in “Other assets” on the Condensed Consolidated Balance Sheets. The unamortized balance of the Project Orion deferred costs were $82.9 million and $80.5 million as of September 30, 2025 and December 31, 2024, respectively.

During the three months ended June 30, 2024, the Company deployed the first phase of Project Orion in North America and Asia Pacific. The implementation costs deferred within “Other assets” on the Condensed Consolidated Balance Sheets are now being amortized through “Selling, general, and administrative” expense on the Condensed Consolidated Statements of Operations. The useful lives of the Company’s internal-use software and capitalized cloud computing implementation costs are generally three to five years. However, the useful lives of major information system installations, such as the implementation of Project Orion related systems and software, are determined on an individual basis and may exceed five years depending on the estimated period of use. The Company has determined the useful life of the Project Orion related systems and software associated with the first phase of Project Orion to be ten years and is amortizing the costs associated with such implementation on a straight-line basis over such period. The amortization expense recognized during the three and nine months ended September 30, 2025 related to the Project Orion phase one implementation was $6.1 million and $13.0 million, respectively. The amortization expense recognized during the three and nine months ended September 30, 2024 related to the Project Orion phase one implementation was $1.8 million and $2.4 million, respectively.

For further information regarding Project Orion, refer to the Consolidated Financial Statements included in our 2024 Annual Report on Form 10-K as filed with the SEC.

Houston Warehouse Acquisition

On March 17, 2025, the Company completed the acquisition of one temperature-controlled storage facility, and the related operations, located in Baytown, TX (the “Houston acquisition”), for total cash consideration of $108.4 million. The acquisition has been accounted for as a business combination. Refer to Note 2 - Business Combinations of the Condensed Consolidated Financial Statements herein for further details of this transaction.

Sale of SuperFrio Joint Venture

On April 30, 2025, the Company completed the sale of its 14.99% equity interest in the SuperFrio joint venture to a third party for the Brazilian Real US dollar equivalent of $27.5 million. This sale resulted in the recognition of a net $2.4 million gain for the nine months ended September 30, 2025, which was recognized within “Other, net” on the Condensed Consolidated Statements of Operations. The gain is net of a $2.4 million loss related to the reclassification of foreign currency translation adjustments previously recorded in “Accumulated other comprehensive loss”. As the proceeds associated with this transaction were required to be held by our Brazilian subsidiary until July of 2025, the Company entered into a foreign currency forward contract designated as a net investment hedge of our net investment in our Brazilian subsidiary. The purpose of the hedge contract was to guarantee the repatriation of $27.0 million amidst any foreign currency fluctuation during the holding period that the Brazilian Real were held by our Brazilian subsidiary. The hedge contract net settled in July of 2025 requiring the Company to pay $1.5 million to the hedge counterparty, which resulted in net proceeds repatriated to the U.S. of $27.0 million. The total cash outflow of $1.5 million paid to the hedge counterparty is included within “Payment for foreign currency exchange forwards settlement” on the Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2025.

Gain From Sale of Real Estate Assets

The Company continues to proactively optimize its real estate portfolio by actively marketing and selling idle or non-accretive facilities. During the nine months ended September 30, 2025, the Company finalized the sale of four facilities for total proceeds of $24.4M and a total gain of $11.6M which is recognized within “Net loss (gain) from sale of real estate” on the Condensed Consolidated Statements of Operations.

Loss on Debt Extinguishment

During the nine months ended September 30, 2024, the Company purchased eleven facilities in the Company’s lease portfolio that were previously accounted for as failed sale-leaseback financing obligations for total consideration of $191.0 million. Total cash outflows related to these purchases are included within “Termination of sale-leaseback financing obligations” on the Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2024.

These purchases resulted in the recognition of a $115.1 million loss for the nine months ended September 30, 2024, recognized within “Loss on debt extinguishment and termination of derivative instruments” on the Condensed Consolidated Statements of Operations included herein.

Significant Risks and Uncertainties

Refer to “Risk Factors” in our 2024 Annual Report on Form 10-K.

Seasonality

We specialize in providing services to businesses within the food industry whose businesses are often seasonal or cyclical. In a typical year, the first and second quarter segment contributions, as defined below, are relatively consistent. On a portfolio-wide basis, physical occupancy rates are generally the lowest during May and June and typically increase gradually thereafter, due to annual harvests and our customers’ historic focus on building inventories for end-of-year holidays, which generally peak between mid-September and early December. The external temperature reaches annual peaks for a majority of our portfolio during the third and fourth quarter of the year resulting in increased power expenses.

While these are the seasonal trends we would generally expect, in the current year we have not experienced the same typical patterns. To manage earnings volatility due to seasonality, we have implemented fixed commitment contracts with certain customers. These fixed commitment contracts obligate our customers to pay for guaranteed warehouse space to maintain required inventory levels, particularly during peak occupancy periods. Our diverse customer base also mitigates the impact of seasonality as peak demand for various products occurs at different times of the year (for example, demand for ice cream is typically highest in the summer while demand for frozen turkeys usually peaks in the late fall). Additionally, our southern hemisphere operations in Australia, New Zealand and South America complement the growing and harvesting cycles in North America and Europe, further balancing seasonality’s impact on our operations.

Financial Trends and Uncertainties

Management believes that recent and future operating results may continue to be impacted by broader macroeconomic conditions, including consumer spending conservatism, persistent inflationary pressures, tariff-related uncertainty, and reductions in government-sponsored benefits. These factors have collectively influenced purchasing behavior, which in turn affect our customers’ production volumes and the corresponding demand for our temperature-controlled storage and handling services. The cold storage industry has also experienced increased speculative capacity, particularly in key distribution markets, which has increased competition. Management believes these trends are reasonably likely to continue to impact future results; however, despite these headwinds, we remain focused on disciplined cost control, delivering high-quality customer service, and investing in areas of the business that offer the greatest long-term value.

Foreign Currency Translation Impact on Our Operations

Our consolidated revenues and expenses are impacted by foreign currency fluctuations, which can significantly affect our results. However, revenues and expenses from our international operations are typically denominated in the local currency of the country in which they are derived, which partially mitigates the impact of foreign currency fluctuations.

Amounts presented in constant currency within our results of operations are calculated by applying the average foreign exchange rate from the comparable prior year period to actual local currency results in the current period. While constant currency metrics are a non-GAAP calculation and do not represent actual results, the comparison allows the reader to understand the impact of operations excluding changes in foreign exchange rates. We provide reconciliations of these measures in the discussions of our comparative results of operations below. Our discussion of the drivers of our performance below are based upon U.S. GAAP.

How We Assess the Performance of Our Business

Segment Contribution Net Operating Income (“NOI”)

We evaluate the performance of our primary business segments based on their NOI contribution to our overall results of operations which aligns with how our decision makers evaluate performance.

• Warehouse segment contribution NOI is calculated as warehouse segment revenues less its cost of operations excluding any Depreciation and amortization, corporate-level Selling, general, and administrative; corporate-level Acquisition, cyber incident, and other, net, Impairment of long-lived assets, Net loss (gain) from sale of real estate, and all components of Other (expense) income.
• Warehouse rent and storage contribution NOI is calculated as warehouse rent and storage revenues less power and other facilities cost.
• Warehouse services contribution NOI is calculated as warehouse services revenues less labor and other service costs.
• Transportation segment contribution NOI is calculated as transportation segment revenues less its cost of operations excluding any Depreciation and amortization, corporate-level Selling, general, and administrative expenses, corporate-level Acquisition, cyber incident, and other, net, Impairment of long-lived assets, Net loss (gain) from sale of real estate and all components of Other (expense) income.
• Third-Party Managed contribution NOI is calculated as third-party managed segment revenues less its cost of operations excluding any Depreciation and amortization, corporate-level Selling, general, and administrative expenses, corporate-level Acquisition, cyber incident, and other, net, Impairment of long-lived assets, Net loss (gain) from sale of real estate and all components of Other (expense) income.
• Contribution NOI margin for each of these operations is calculated as the applicable NOI measure divided by the applicable revenue measure.

Segment NOI and NOI margin contribution metrics help investors understand revenues, costs, and earnings among service types. These NOI contribution measures are supplemental and are not measurements of financial performance under U.S. GAAP. We provide reconciliations of these measures in the results of operations sections below.

Same Store Analysis

We believe that same store metrics are key performance indicators commonly used in the real estate industry. Evaluating the performance of our real estate portfolio on a same store basis allows investors to evaluate performance in a way that is consistent period to period. We define our “same store” population once annually at the beginning of the current calendar year. Our population includes properties owned or leased for the entirety of two comparable periods with at least twelve consecutive months of normalized operations prior to January 1 of the current calendar year. We define “normalized operations” as properties that have been open for operation or lease, after development, expansion, or significant modification (e.g., rehabilitation subsequent to a natural disaster). Acquired properties are included in the “same store” population if owned by us as of the first business day of the prior calendar year (e.g. January 1, 2024) and are still owned by us as of the end of the current reporting period, unless the property is under development. The “same store” pool is also adjusted to remove properties that are being exited (e.g. non-renewal of warehouse lease or held for sale to third parties), were sold, or entered development subsequent to the beginning of the current calendar year. Changes in ownership structure (e.g., purchase of a previously leased warehouse) does not result in a facility being excluded from the same store population, as management believes that actively managing its real estate is normal course of operations. Additionally, management classifies new developments (both conventional and automated facilities) as a component of the same store pool once the facility is considered fully operational and both inbounding and outbounding product for at least twelve consecutive months prior to January 1 of the current calendar year.

For all same store properties (as defined above), we calculate “same store contribution NOI”, “same store rent and storage contribution NOI”, “same store services contribution NOI”, and the related margins in the same manner as described above. To ensure comparability in our period-to-period operating results, we also calculate same store contribution NOI measures on a constant currency basis, removing the impact of foreign exchange rate fluctuations by using prior period exchange rates to translate current period results into US dollars. These metrics isolate the operating performance of a consistent set of properties and thus eliminates the effects of changes in portfolio composition and currency fluctuations.

The following table shows the number of same store and non-same store warehouses in our portfolio as of September 30, 2025. The non-same store count in the table below includes the impact of sites sold or otherwise disposed during the period presented.

(1) As of September 30, 2025, the non-same store facility count consists of: 4 sites that are in the recently completed expansion and development phase, 3 facilities where the executive leadership team has approved exits in the current year (2 of which are leased facilities and 1 of which is an owned facility and the Company is in pursuit to sell), 1 facility that we purchased in 2025, and 1 recently leased warehouse in Australia. As of September 30, 2025, there are 4 sites in the development and expansion phase that will be added to the non-same store pool when operations commence.

Same store financial metrics are not a measurement of financial performance under U.S. GAAP. In addition, other companies providing temperature-controlled warehouse storage and handling and other warehouse services may not define same store or calculate same store financial metrics in a manner consistent with our definitions and calculations. Same store financial measures should be considered as a supplement, but not as an alternative, to our results calculated in accordance with U.S. GAAP. We provide reconciliations of these measures in the discussions of our comparative results of operations below.

Physical Occupancy of our Warehouses

We define average physical occupied pallets as the average number of physically occupied pallet positions in our warehouses for the applicable period.

Physical occupancy percentage is calculated by dividing the average number of physically occupied pallets by the estimated average of total physical pallet positions in our warehouses, regardless of whether they are occupied, for the applicable period.

We estimate the number of physical pallet positions by taking into account actual racked space and by estimating unracked space on an as-if racked basis. We base this estimate on a formula utilizing the total cubic feet of each room within the warehouse that is unracked divided by the volume of an assumed rack space that is consistent with the characteristics of the relevant warehouse. On a warehouse by warehouse basis, rack space generally ranges from three to four feet depending upon the type of facility and the nature of the customer goods stored therein. The number of our pallet positions is reviewed and updated quarterly, taking into account changes in racking configurations and room utilization.

Economic Occupancy of our Warehouses

We define average economic occupied pallets as the sum of the average number of physically occupied pallets and otherwise contractually committed pallets for a given period, without duplication.

Economic occupancy percentage is calculated by dividing the average economic occupied pallets by the estimated average of total physical pallet positions in our warehouses, regardless of whether they are occupied, for the applicable period.

Economic occupancy is a key driver of our financial results as it mitigates the impact of seasonal changes on physical occupancy and ensures our customers have the necessary space to support their business needs.

Throughput at our Warehouses

The level and nature of throughput at our warehouses significantly impacts our warehouse services revenues. Throughput refers to the volume of pallets entering and exiting our warehouses, with higher levels of throughput driving warehouse services revenues. The nature of throughput can be influenced by various factors including product turnover and shifts in consumer demand. Food manufacturers’ production levels are influenced by market conditions, consumer demand, labor availability, supply chain dynamics and consumer preferences, which all impact throughput.

Constant Currency Metrics

Our consolidated revenues and expenses are subject to variations outside our control that are caused by the net effect of foreign currency translation on revenues generated and expenses incurred by our operations outside the United States. As a result, in order to provide a framework for assessing how our underlying businesses performed excluding the effect of foreign currency fluctuations, we analyze our business performance based on certain constant currency reporting that represents current period results translated into U.S. dollars at the relevant average foreign exchange rates applicable in the comparable prior period. We believe that the presentation of constant currency results provides a measurement of our ongoing operations that is meaningful to investors because it excludes the impact of these foreign currency movements that we cannot control.

Constant currency results are not measurements of financial performance under U.S. GAAP, and our constant currency results should be considered as a supplement, but not as an alternative, to our results calculated in accordance with U.S. GAAP. We provide reconciliations of these measures in the discussions of our comparative results of operations below.

Components of Our Results of Operations

Warehouse

Rent, storage, and warehouse services revenues. Our primary source of revenues is rent, storage, and warehouse services fees. Rent and storage revenues are related to the storage of frozen, perishable or other products in our warehouses. We also offer a wide array of value-added services including: i) receipt, labeling and storage of goods, ii) customized order retrieval and packaging, iii) blast freezing and ripening, iv) government approved periodic inspections, fumigation, and other treatment services, v) e-commerce fulfillment and many more.

Rent, storage, and warehouse services cost of operations consist of labor, power, other facilities costs, and other service costs.

Labor covers wages, benefits, workers' compensation, and can vary due to factors like workforce size, customer needs, compensation levels, third-party labor usage, collective bargaining agreements, customer requirements, productivity, labor availability, government policies, medical insurance costs, safety programs, and discretionary bonuses.

The cost of power fluctuates based on the price of power in the regions that our facilities operate and the required temperature zone or freezing required. We may, from time to time, hedge our exposure to changes in power prices through fixed rate agreements or, to the extent possible and appropriate, through rate escalations or power surcharge provisions within our customer contracts.

Other facilities costs include utilities other than power, property taxes and insurance, sanitation, repairs and maintenance, operating leases rent charges, security, and other related facilities costs.

Other services costs include equipment costs, warehouse consumables (e.g. shrink-wrap), associate protective equipment, warehouse administration and other related services costs.

Transportation

Transportation services revenues are derived from fees charged for transportation of our customers products, often including fuel and capacity surcharges.

Transportation services cost of operations are primarily affected by third-party carrier costs, which are influenced by carrier factors like driver and equipment availability. In select markets, we use our drivers and assets, incurring costs like wages, fuel, tolls, insurance, and maintenance to operate these assets.

Third-Party Managed

Third-party managed services revenues. Reimbursements that we receive for expenses incurred for warehouses that we manage on behalf of third-party owners are recognized as third-party managed services revenues. We also earn management fees, incentive fees upon achieving negotiated performance and cost-savings results, or an applicable mark-up on costs.

Third-party managed services cost of operations, which are recognized on a pass-through basis, primarily consist of labor charges similar to those described above as a component of the warehouse costs of operations.

Consolidated Operating Expenses

Depreciation and amortization charges relate to the depreciation of buildings and equipment related improvements, leasehold improvements, material handling equipment, furniture, fixtures, and our computer equipment. Amortization relates primarily to intangible assets for customer relationships.

Selling, general, and administrative expenses consist primarily of non-warehouse related labor, administrative, business development, marketing, engineering, human resources, information technology (including amortization expenses associated with the implementation of Project Orion), performance and time-based incentive compensation, communications, travel, professional fees, bad debt, training, and office supplies.

Acquisition, cyber incident, and other, net consists of non-recurring or non-routine costs including acquisition related costs, severance, terminated site operations costs, non-routine stock compensation expense associated with certain employee awards, and cyber incident related costs, net of insurance recoveries. It also includes certain software implementation costs, and professional and consulting fees for strategic projects (including Project Orion). These costs are not representative of our normal course of operations.

Impairment of long-lived assets represents the impairment of certain long-lived assets whose values are considered unrecoverable.

Net loss (gain) from sale of real estate represents gains or losses recognized from the sale of Company owned real estate.

Interest expense is associated with interest charged on unsecured revolving credit facilities, term loans, and notes.

Loss on debt extinguishment and termination of derivative instruments is representative of charges associated with debt extinguishments and termination of derivative instruments.

Loss from investments in partially owned entities is representative of our share of gains and losses associated with our minority ownership interests in joint ventures.

Other, net primarily includes foreign currency remeasurement, interest income, gains and losses on other asset disposals, certain legal settlements, and other miscellaneous transactions.

Results of Operations

Comparison of Results for the Three Months Ended September 30, 2025 and 2024

Warehouse Segment

The following table presents revenues, contribution (NOI), margins, and certain operating metrics for our global warehouse segment for the three months ended September 30, 2025 and 2024.

(Dollars and units in thousands, except per pallet data)

(1) The adjustments from our U.S. GAAP operating results to calculate our operating results on a constant currency basis are the effect of changes in foreign currency exchange rates relative to the comparable prior period.

(2) Includes real estate rent expense of $7.4 million and $8.5 million, on an actual basis, for the three months ended September 30, 2025 and 2024, respectively.

(3) Includes non-real estate rent expense (equipment lease and rentals) of $2.6 million and $3.0 million, on an actual basis, for the three months ended September 30, 2025 and 2024, respectively.

On a constant currency basis, our warehouse segment revenues decreased $4.8 million, or 0.8%, during the three months ended September 30, 2025, as compared to the same period in the prior year. This decrease was driven by the $9.0 million decrease in revenues in our same store pool, partially offset by the $4.2 million increase in revenues in our non-same store pool, both on a constant currency basis. The overall decrease in our warehouse segment revenues was principally driven by lower overall volumes due to a competitive environment, changes in consumer buying habits, and the related change in food production levels. Such changes are due to increasing consumer conservatism, amid an inflationary environment, and increased capacity associated with recent speculative development in the cold storage industry, partially offset by annual rate increases in the normal course of operations. The partially offsetting increase in our non-same store pool is primarily attributable to the six new locations added in the current year which were recently completed, acquired, or leased.

On a constant currency basis, our warehouse segment cost of operations decreased $1.4 million, or 0.3%, during the three months ended September 30, 2025, as compared to the same period of the prior year. This is primarily driven by a decrease of $3.4 million in our same store pool, partially offset by an increase of $2.0 million in our non-same store pool, both on a constant currency basis. The decrease in our same store pool is discussed further in the same store discussion below. The increase in the non-same store pool is primarily attributable to the increase in revenues as described above.

On a constant currency basis, warehouse segment NOI decreased 1.7% during the three months ended September 30, 2025, as compared to the same period of the prior year. This is primarily due to decreased NOI in our same store pool of $5.6 million, on a constant currency basis, due to factors discussed below related to the same store warehouse performance. This was partially offset by increased NOI in our non-same store pool of $2.2 million, on a constant currency basis, due primarily to the factors described above.

Same Store and Non-Same Store Results

The following tables present revenues, contribution (NOI), margins, and certain operating metrics for our same store and non-same store for the three months ended September 30, 2025 and 2024.

(1) The adjustments from our U.S. GAAP operating results to calculate our operating results on a constant currency basis are the effect of changes in foreign currency exchange rates relative to the comparable prior period.

Same store rent and storage revenues decreased by $5.3 million, on a constant currency basis, primarily due to a decrease in economic occupancy of 280 basis points. This decrease in revenues associated with the decline in economic occupancy was partially offset by an increase in the constant currency same store rent and storage revenues per average economic occupied pallet of 2.1% during the three months ended September 30, 2025, as compared to the same period in the prior year. The overall decrease in economic occupancy was due to the same factors discussed above for the total warehouse segment.

Same store services revenues decreased by $3.7 million on a constant currency basis, primarily due to overall volume decreases. More specifically, our throughput volume decreased by 3.2% during the three months ended September 30, 2025, as compared to the same period in the prior year. This was partially offset by an increase in constant currency same store warehouse services revenues per throughput pallet of 2.2%.

Same store costs of operations decreased by $3.4 million, on a constant currency basis, primarily driven by lower labor and other facilities costs, partially offset by higher other services costs and higher power costs. The decrease in other facilities costs was primarily attributable to lower facilities maintenance expense, and real property insurance.

(1) The adjustments from our U.S. GAAP operating results to calculate our operating results on a constant currency basis are the effect of changes in foreign currency exchange rates relative to the comparable prior period.

n/r - not relevant

Transportation Segment

The following table presents the operating results of our transportation segment for the three months ended September 30, 2025 and 2024.

(Dollars in thousands)

(1) The adjustments from our U.S. GAAP operating results to calculate our operating results on a constant currency basis are the effect of changes in foreign currency exchange rates relative to the comparable prior period.

On a constant currency basis, transportation revenues decreased $4.0 million, or 7.7%, as compared to the same period in the prior year. The decrease was primarily due to overall lower volumes driven by softening transportation demand in the current macro-economic environment coupled with certain customer exits and site exits in North America and certain areas of Europe, partially offset by an increase in transportation revenues in Asia-Pacific due to a newly leased warehouse in Australia.

On a constant currency basis, transportation cost of operations decreased $3.3 million, or 7.5%, as compared to the same period in the prior year. The decrease was due to the same factors contributing to the decline in revenue mentioned above for North America and Europe, partially offset by an increase in transportation cost of operations for Asia-Pacific.

Third-Party Managed Segment

The following table presents the operating results of our third-party managed segment for the three months ended September 30, 2025 and 2024:

(1) The adjustments from our U.S. GAAP operating results to calculate our operating results on a constant currency basis are the effect of changes in foreign currency exchange rates relative to the comparable prior period.

On a constant currency basis, third-party managed revenues decreased $1.3 million, or 12.3%, as compared to the same period in the prior year. The decrease is due to the ceased operations of a certain third-party managed site during the three months ended March 31, 2025, partially offset by an increase in revenues at a certain third-party managed site located in Australia.

On a constant currency basis, third-party managed cost of operations decreased $1.5 million, or 18.1%, as compared to the same period in the prior year due to the factors noted above.

On a constant currency basis, third-party managed segment contribution (NOI) increased $0.2 million, or 9.5% as compared to the same period in the prior year due to the factors noted above.

Other Consolidated Operating Expenses

The following table presents consolidated operating expenses, excluding cost of operations, for the three months ended September 30, 2025 and 2024.

(In thousands)

n/r - not relevant

Depreciation and amortization. Depreciation and amortization expense decreased $1.3 million, or 1.5%, during the three months ended September 30, 2025 as compared to the same period in the prior year. This decrease is substantially driven by the exit or anticipated exit of certain warehouse and transportation related operations, certain of which were classified as held for sale in the fourth quarter of 2024.

Selling, general, and administrative. During the three months ended September 30, 2025, corporate-level selling, general, and administrative expenses increased $7.3 million, or 11.5%, compared to the same period in the prior year. This increase was primarily driven by the go-live of Project Orion in North America and Asia Pacific which resulted in higher software related expenses (primarily software license fees and deferred cost amortization) during the three months ended September 30, 2025.

Acquisition, cyber incident, and other, net. Corporate-level acquisition, cyber incident, and other, net include the following:

(In thousands)

(1) Certain prior period amounts have been reclassified to conform to the current period presentation.

n/r - not relevant

Project Orion expenses represent the non-capitalizable portion of our Project Orion costs, which is an investment in and transformation of our technology systems, business processes and customer solutions. The project includes the implementation of a new, best-in-class, cloud-based “ERP” software system. These costs decreased by $9.7 million compared to the same period in the prior year primarily due to decreased contract labor, professional fees, and other non-capitalizable integration related costs.

Other, net for the three months ended September 30, 2025 includes non-routine stock compensation expense associated with certain employee awards and software implementation expenses and professional and consulting fees for strategic projects. Other, net was not significant for the three months ended September 30, 2024.

Closed site costs, excluding severance, include expenses incurred to wind down operations at closed or sold facilities within our warehouse and transportation related operations. Such costs include lease termination fees, fixed operating costs, asset retirement obligations, and other exit-related expenses, but do not include any reduction in workforce or other severance costs related to the exit of these operations as those expenses are included within Severance costs. These costs have increased $4.9 million compared to the same period in the prior year primarily driven by increased expenses for recently closed operations and certain assets classified as held for sale.

Impairment of long-lived assets. The Company’s impairment of long-lived asset charges were not significant during three months ended September 30, 2025. The Company’s impairment charges recognized during the three months ended September 30, 2024 were primarily related to the anticipated exit of certain warehouse operations.

Net loss (gain) from sale of real estate. During the three months ended September 30, 2025, the Company recorded a net gain on real estate of $0.1 million related to the strategic sale of one previously impaired facility in the United States.

Other Income and Expense

The following table presents items of other income and expense for the three months ended September 30, 2025 and 2024.

(In thousands)

n/r - not relevant

Interest expense. Interest expense decreased $0.3 million, or 0.9%, as compared to the three months ended September 30, 2024. This was primarily due to an increase in capitalized interest and a decrease in interest on the U.S. dollar denominated Revolver due to timing of draws outstanding, offset by the overall increase in outstanding debt, most notably the issuance of our $500.0 million Public 5.409% Notes during the three months ended September 30, 2024 and the issuance of our $400.0 million Public 5.600% Notes during the three months ended June 30, 2025.

Loss from investments in partially owned entities. Loss from investments in partially owned entities decreased $1.0 million as compared to the three months ended September 30, 2024 due to the Company’s sale of its equity interest in the SuperFrio joint venture in April 2025.

Other, net. Other, net was an expense of $0.5 million for the three months ended September 30, 2025, as compared to a benefit of $3.7 million for the three months ended September 30, 2024. The change in Other, net is primarily attributable to a decrease in interest income, a decrease in other miscellaneous income, and an increase in foreign currency exchange loss.

Income Taxes

Income tax benefit for the three months ended September 30, 2025 was $6.2 million, an increase of $5.4 million from an income tax benefit of $0.8 million for the three months ended September 30, 2024. The increase is primarily related to changes in the blend of pre-tax book income and losses generated year over year by jurisdiction.

Comparison of Results for the Nine Months Ended September 30, 2025 and 2024

Warehouse Segment

The following table presents revenues, contribution (NOI), margins, and certain operating metrics for our global warehouse segment for the nine months ended September 30, 2025 and 2024.

(Dollars and units in thousands, except per pallet data)

(1) The adjustments from our U.S. GAAP operating results to calculate our operating results on a constant currency basis are the effect of changes in foreign currency exchange rates relative to the comparable prior period.

(2) Includes real estate rent expense of $21.3 million and $26.9 million, on an actual basis, for the nine months ended September 30, 2025 and 2024, respectively.

(3) Includes non-real estate rent expense (equipment lease and rentals) of $7.4 million and $9.5 million, on an actual basis, for the nine months ended September 30, 2025 and 2024, respectively.

On a constant currency basis, our warehouse segment revenues decreased $27.6 million, or 1.5%, during the nine months ended September 30, 2025, as compared to the same period in the prior year. This decrease was driven by the $25.3 million decrease in our same store pool, and a $2.4 million decrease in our non-same store pool, both on a constant currency basis.

On a constant currency basis, our warehouse segment cost of operations decreased $21.8 million, or 1.8%, during the nine months ended September 30, 2025, as compared to the same period in the prior year. This is primarily driven by a decrease of $17.8 million in our non-same store pool, and a decrease of $4.0 million in our same store pool, both on a constant currency basis. The decrease in the non-same store pool is primarily related to the decision to close certain facilities in the non-same store portfolio and lower overall volume, which resulted in lower operating expenses during the nine months ended September 30, 2025 as compared to the same period in the prior year.

On a constant currency basis, warehouse segment NOI decreased 1.0% during the nine months ended September 30, 2025, as compared to the same period in the prior year. This is primarily due to decreased NOI in our same store pool of $21.3 million, on a constant currency basis, due to the factors discussed below related to the same store warehouse performance. This was partially offset by increased NOI in our non-same store pool of $15.4 million, on a constant currency basis, due primarily to the factors described above.

Same Store and Non-Same Store Results

The following tables present revenues, contribution (NOI), margins, and certain operating metrics for our same store and non-same store for the nine months ended September 30, 2025 and 2024.

(1) The adjustments from our U.S. GAAP operating results to calculate our operating results on a constant currency basis are the effect of changes in foreign currency exchange rates relative to the comparable prior period.

Same store rent and storage revenues decreased by $26.6 million, on a constant currency basis, primarily due to a decrease in economic occupancy of 370 bps. This decrease in revenues associated with economic occupancy was partially offset by an increase in the constant currency same store rent and storage revenues per average economic occupied pallet of 1.6% during the nine months ended September 30, 2025, as compared to the same period in the prior year. The overall decrease in economic occupancy was principally driven by lower overall volumes due to a competitive environment, changes in consumer buying habits, and the related change in food production levels. Such changes are due to increasing consumer conservatism, amid an inflationary environment, and increased capacity associated with recent speculative development in the cold storage industry, partially offset by annual rate increases in the normal course of operations.

Same store services revenues increased $1.4 million on a constant currency basis, primarily due to general rate increases. Specifically, our constant currency same store services revenues per throughput pallet increased 3.2% during the nine months ended September 30, 2025, as compared to the same period in the prior year. This was partially offset by a decrease in throughput of 3.0%.

Same store costs of operations decreased by $4.0 million on a constant currency basis, primarily driven by lower other services costs, lower other facilities costs, and lower power costs. The decrease in other facilities costs was primarily attributable to a decrease of facility maintenance expenses, lower facility service costs. The decrease in other services costs was primarily attributable to lower equipment rental expenses, lower office administrative expenses, and lower carriers and travel expenses, partially offset by an increase in warehouse expenses.

(1) The adjustments from our U.S. GAAP operating results to calculate our operating results on a constant currency basis are the effect of changes in foreign currency exchange rates relative to the comparable prior period.

n/r - not relevant

Transportation Segment

The following table presents the operating results of our transportation segment for the nine months ended September 30, 2025 and 2024.

(Dollars in thousands)

(1) The adjustments from our U.S. GAAP operating results to calculate our operating results on a constant currency basis are the effect of changes in foreign currency exchange rates relative to the comparable prior period.

On a constant currency basis, transportation revenues decreased $18.7 million, or 11.7%, as compared to the same period in the prior year. The decrease was primarily due to overall lower volumes driven by softening transportation demand in the current macro-economic environment coupled with certain customer exits and site exits in North America and certain areas of Europe, partially offset by an increase in transportation revenues in Asia-Pacific due to a newly leased warehouse in Australia and volume increases in the region.

On a constant currency basis, transportation cost of operations decreased $13.7 million, or 10.5%, as compared to the same period in the prior year. The decrease was due to the same factors contributing to the decline in revenue mentioned above for North America and Europe, partially offset by an increase in transportation cost of operations for Asia-Pacific.

Third-Party Managed Segment

The following table presents the operating results of our third-party managed segment for the nine months ended September 30, 2025 and 2024.

(1) The adjustments from our U.S. GAAP operating results to calculate our operating results on a constant currency basis are the effect of changes in foreign currency exchange rates relative to the comparable prior period.

On a constant currency basis, third-party managed revenues decreased $2.9 million, or 9.6%, as compared to the same period in the prior year. The decrease is due to the ceased operations of certain third-party managed sites, one of which ceased during the three months ended June 30, 2024 and another during the three months ended March 31, 2025.

On a constant currency basis, third-party managed cost of operations decreased $2.9 million, or 12.0%, as compared to the same period in the prior year due to the factors noted above.

On a constant currency basis, third-party managed segment contribution (NOI) decreased less than $0.1 million, or 0.5% as compared to the same period in the prior year due to the factors noted above.

Other Consolidated Operating Expenses

The following table presents consolidated operating expenses, excluding cost of operations, for the nine months ended September 30, 2025 and 2024.

(In thousands)

n/r - not relevant

Depreciation and amortization. Depreciation and amortization expense decreased $3.6 million, or 1.3%, during the nine months ended September 30, 2025 as compared to the same period in the prior year. This decrease is substantially driven by the exit or anticipated exit of certain warehouse and transportation related operations, certain of which were classified as held for sale in the fourth quarter of 2024.

Selling, general, and administrative. During the nine months ended September 30, 2025, corporate-level selling, general and administrative expenses increased $18.6 million, or 9.9%, compared to the same period in the prior year. This increase was primarily driven by the go-live of Project Orion in North America and Asia Pacific (Phase 1), which resulted in higher software related expenses (primarily software license fees and deferred cost amortization).

Acquisition, cyber incident, and other, net. Corporate-level acquisition, cyber incident, and other, net include the following:

(In thousands)

(1) Certain prior period amounts have been reclassified to conform to the current period presentation.

n/r - not relevant

Project Orion expenses represent the non-capitalizable portion of our Project Orion costs, which is an investment in and transformation of our technology systems, business processes and customer solutions. The project includes the implementation of a new, best-in-class, cloud-based “ERP” software system. These costs have decreased by $5.6 million compared to the same period in the prior year primarily due to decreased contract labor, professional fees, and other non-capitalizable implementation costs.

Closed site costs, excluding severance, include expenses incurred to wind down operations at closed or sold facilities within our warehouse and transportation related operations. Such costs include lease termination fees, fixed operating costs, asset retirement obligations, and other exit-related expenses, but do not include any reduction in workforce or other severance costs related to the exit of these operations as those expenses are included within Severance costs. These costs have increased $14.2 million for the nine months ended September 30, 2025 compared to the same period in the prior year primarily driven by lease termination fees of $5.0 million and other expenses for recently exited operations and certain assets classified as held for sale.

Other, net for the nine months ended September 30, 2025 includes non-routine stock compensation expense associated with certain employee awards and software implementation expenses and professional and consulting fees for strategic projects. Other, net for the nine months ended September 30, 2024 includes non-routine stock compensation expense associated with certain employee awards and $0.8 million related to a litigation adjustment.

Cyber incident related costs, net of insurance recoveries represents incremental legal and other costs associated with cybersecurity incidents that occurred in November 2020 and April 2023, net of the receipt of business interruption insurance proceeds. The increase by $10.6 million is primarily due to the $10.0 million payment received during the nine months ended September 30, 2024 for business interruption insurance, which is further described in our 2024 Annual Report on Form 10-K.

Impairment of long-lived assets. During the nine months ended September 30, 2025, the Company recorded impairment charges of $5.3 million primarily related to the exit or anticipated exit of certain warehouse operations.

Net loss (gain) from sale of real estate. During the nine months ended September 30, 2025, the Company recorded a Net loss (gain) from sale of real estate of $11.6 million related to the strategic sale of three facilities in the United States and one facility in Europe. During the nine months ended September 30, 2024, the Company recorded a Net loss (gain) from sale of real estate of $3.5 million related to the strategic sale of one facility in the United States.

Other Income and Expense

The following table presents items of other income and expense for the nine months ended September 30, 2025 and 2024.

(In thousands)

n/r - not relevant

Interest expense. Interest expense increased $7.4 million, or 7.4%, compared to the nine months ended September 30, 2024. This was primarily due to an overall increase in outstanding debt, most notably the issuance of our $500.0 million Public 5.409% Notes during the three months ended September 30, 2024 and the issuance of our $400.0 million Public 5.600% Notes during the three months ended June 30, 2025, partially offset by an increase in capitalized interest and a decrease in interest on the U.S. dollar denominated Revolver due to timing of draws outstanding.

Loss on debt extinguishment and termination of derivative instruments. Loss on debt extinguishment and termination of derivative instruments decreased $116.1 million, compared to the nine months ended September 30, 2024. The decrease was primarily due to the purchase of eleven facilities accounted for as failed sale-leaseback, resulting in a loss on debt extinguishment of $115.1 million.

Loss from investments in partially owned entities. Loss from investments in partially owned entities decreased $1.3 million, or 42.4%, compared to the nine months ended September 30, 2024 due to the Company’s sale of its equity interest in the SuperFrio joint venture in April 2025.

Other, net. Other, net was a benefit of $6.6 million for the nine months ended September 30, 2025, as compared to a benefit of $27.9 million for the nine months ended September 30, 2024. The decrease in the benefit from the prior year is primarily attributable to the $11.4 million gain related to the removal of hedge designation for the Company’s British pound revolver, further described in Note 5 - Derivative Financial Instruments, the $8.4 million settlement related to a representations and warranty claim related to a prior acquisition recognized during the nine months ended September 30, 2024 which was not recurring in the current year, and a decrease in interest income, partially offset by the $2.4 million gain from the sale of the SuperFrio joint venture recognized during the nine months ended September 30, 2025.

Income Taxes

Income tax benefit for the nine months ended September 30, 2025 was $0.5 million, compared to an income tax benefit of $1.3 million for the nine months ended September 30, 2024. The decrease is primarily related to changes in the blend of pre-tax book income and losses generated year over year by jurisdiction.

Non-GAAP Financial Measures

We use the following non-GAAP financial measures as supplemental performance measures of our business: NAREIT FFO, Core FFO, Adjusted FFO, NAREIT EBITDAre, and Core EBITDA.

We calculate NAREIT funds from operations, or NAREIT FFO, in accordance with the standards established by the Board of Governors of the National Association of Real Estate Investment Trusts, or NAREIT. NAREIT defines FFO as net income or loss determined in accordance with U.S. GAAP, gains or losses from sales of previously depreciated operating real estate and other assets, plus specified non-cash items, such as real estate asset depreciation and amortization, impairment charges on real estate related assets, and our share of reconciling items for partially owned entities. We believe that NAREIT FFO is helpful to investors as a supplemental performance measure because it excludes the effect of real estate related depreciation, amortization and gains or losses from sales of real estate or real estate related assets, all of which are based on historical costs, which implicitly assumes that the value of real estate diminishes predictably over time. Since real estate values instead have historically risen or fallen with market conditions, NAREIT FFO can facilitate comparisons of operating performance between periods and among other equity REITs.

We calculate core funds from operations, or Core FFO, as NAREIT FFO adjusted for the effects of extraordinary items as defined under U.S. GAAP including Net loss (gain) on sale of non-real assets; Acquisition, cyber incident, and other, net; Impairment of long-lived assets (excluding certain real estate assets); Loss on debt extinguishment and termination of derivative instruments; Foreign currency exchange loss (gain); Gain on legal settlement related to prior period operations; Project Orion and other software related deferred costs amortization; Our share of reconciling items related to partially owned entities; and Gain from sale of partially owned entity. We believe that Core FFO is helpful to investors as a supplemental performance measure because it excludes the effects of certain items which can create significant earnings volatility, but which do not directly relate to our core business operations. We believe Core FFO can facilitate comparisons of operating performance between periods, while also providing a more meaningful predictor of future earnings potential.

However, because NAREIT FFO and Core FFO add back real estate depreciation and amortization and do not capture the level of maintenance capital expenditures necessary to maintain the operating performance of our properties, both of which have material economic impacts on our results from operations, we believe the utility of NAREIT FFO and Core FFO measures of our performance may be limited.

We calculate adjusted funds from operations, or Adjusted FFO, as Core FFO adjusted for the effects of Amortization of deferred financing costs and pension withdrawal liability; Amortization of below/above market leases; Straight-line rent adjustment; Deferred income tax benefit; Stock-based compensation expense; Non-real estate depreciation and amortization; Maintenance capital expenditures; and Our share of reconciling items related to partially owned entities. We believe that Adjusted FFO is helpful to investors as a meaningful supplemental comparative performance measure of our ability to make incremental capital investments in our business and to assess our ability to fund distribution requirements from our operating activities.

NAREIT FFO, Core FFO and Adjusted FFO are used by management, investors and industry analysts as supplemental measures of operating performance of equity REITs. NAREIT FFO, Core FFO and Adjusted FFO should be evaluated along with U.S. GAAP Net loss and Net loss per common share - diluted (the most directly comparable U.S. GAAP measures) in evaluating our operating performance. NAREIT FFO, Core FFO and Adjusted FFO do not represent net income or cash flows from operating activities in accordance with U.S. GAAP and are not indicative of our results of operations or cash flows from operating activities as disclosed in our Condensed Consolidated Statements of Operations (Unaudited) and Condensed Consolidated Statements of Cash Flows (Unaudited) included in our quarterly and annual reports. NAREIT FFO, Core FFO and Adjusted FFO should be considered as supplements, but not alternatives, to our Net loss or Net cash provided by operating activities as indicators of our operating performance. Moreover, other REITs may not calculate FFO in accordance with the NAREIT definition or may interpret the NAREIT definition differently than we do. Accordingly, our NAREIT FFO may not be comparable to FFO as calculated by other REITs. In addition, there is no industry definition of Core FFO or Adjusted FFO and, as a result, other REITs may also calculate Core FFO or Adjusted FFO, or other similarly-captioned metrics, in a manner different than we do. We reconcile NAREIT FFO, Core FFO and Adjusted FFO to Net loss, which is the most directly comparable financial measure calculated in accordance with U.S. GAAP.

Reconciliation of Net Loss to NAREIT FFO, Core FFO, and Adjusted FFO

(In thousands)

(1) Stock-based compensation expense excludes any non-routine stock compensation expense associated with certain employee awards, which are recognized within Acquisition, cyber incident, and other, net.

(2) Maintenance capital expenditures include capital expenditures made to extend the life of, and provide future economic benefit from, our existing temperature-controlled warehouse network and its existing supporting personal property and information technology.

We calculate NAREIT EBITDA for Real Estate, or NAREIT EBITDAre, in accordance with the standards established by the Board of Governors of NAREIT, defined as, Net loss before Depreciation and amortization; Interest expense; Income tax benefit; Net loss (gain) from sale of real estate; and Adjustment to reflect share of EBITDAre of partially owned entities. NAREIT EBITDAre is a measure commonly used in our industry, and we present NAREIT EBITDAre to enhance investor understanding of our operating performance. We believe that NAREIT EBITDAre provides investors and analysts with a measure of operating results unaffected by differences in capital structures, capital investment cycles and useful life of related assets among otherwise comparable companies.

We also calculate our Core EBITDA as NAREIT EBITDAre further adjusted for Acquisition, cyber incident, and other, net; Loss from investments in partially owned entities; Impairment of long-lived assets; Foreign currency exchange loss (gain); Stock-based compensation expense; Loss on debt extinguishment and termination of derivative instruments; Loss (gain) on other asset disposals; Gain on legal settlement related to prior period operations; Project Orion and other software related deferred costs amortization; Reduction in EBITDAre from partially owned entities; and Gain from sale of partially owned entity. We believe that the presentation of Core EBITDA provides a measurement of our operations that is meaningful to investors because it excludes the effects of certain items that are otherwise included in NAREIT EBITDAre but which we do not believe are indicative of our core business operations. We calculate Core EBITDA margin as Core EBITDA divided by Total revenues. NAREIT EBITDAre and Core EBITDA are not measurements of financial performance or liquidity under U.S. GAAP, and our NAREIT EBITDAre and Core EBITDA may not be comparable to similarly titled measures of other companies. You should not consider our NAREIT EBITDAre and Core EBITDA as alternatives to Net loss or Net cash provided by operating activities determined in accordance with U.S. GAAP. Our calculations of NAREIT EBITDAre and Core EBITDA have limitations as analytical tools, including:

• these measures do not reflect our historical or future cash requirements for maintenance capital expenditures or growth and expansion capital expenditures;
• these measures do not reflect changes in, or cash requirements for, our working capital needs;
• these measures do not reflect the interest expense, or the cash requirements necessary to service interest or principal payments, on our indebtedness;
• these measures do not reflect our tax expense or the cash requirements to pay our taxes; and
• although depreciation and amortization are non-cash charges, the assets being depreciated will often have to be replaced in the future and these measures do not reflect any cash requirements for such replacements.

Reconciliation of Net Loss to NAREIT EBITDAre and Core EBITDA

(In thousands)

(1) Stock-based compensation expense excludes any non-routine stock compensation expense associated with certain employee awards, which are recognized within Acquisition, cyber incident, and other, net.

LIQUIDITY AND CAPITAL RESOURCES

We currently expect that our principal sources of funding for working capital, facility acquisitions, business combinations, expansions, maintenance and renovation of our properties, development projects, debt service and distributions to our stockholders will include:

• current cash balances;
• cash flows from operations;
• our Senior Unsecured Revolving Credit Facility;
• our Current ATM Equity Program;
• public debt offerings under the Company’s Universal Shelf Registration Statement; and
• other forms of debt financings and equity offerings, including capital raises through joint ventures.

We expect that our funding sources as noted above are adequate and will continue to be adequate to meet our short and long-term liquidity requirements and capital commitments. These liquidity requirements and capital commitments include:

• operating activities and overall working capital;
• capital expenditures;
• capital contributions and investments in joint ventures;
• debt service obligations;
• quarterly stockholder distributions; and
• future development, expansion, and acquisition related activities.

Universal Shelf Registration Statement

On March 17, 2023, the Company and Americold Realty Operating Partnership, L.P., a Delaware limited partnership (the “Operating Partnership”) filed with the SEC an automatic shelf registration statement on Form S-3 (Registration No. 333-270664 and 333-270664-01) (as amended from time to time, the “Registration Statement”), registering an indeterminate amount of (i) the Company’s common stock, $0.01 par value per share, (ii) the Company’s preferred stock, $0.01 par value per share, (iii) depositary shares representing entitlement to all rights and preferences of fractions of the Company’s preferred shares of a specified series and represented by depositary receipts, (iv) warrants to purchase the Company’s common stock or preferred stock or depositary shares and (v) debt securities of the Operating Partnership, which may be fully and unconditionally guaranteed by the Company and certain subsidiaries of the Company. The Registration Statement was amended on September 3, 2024 to add certain direct and indirect subsidiaries of the Company as co-registrants to the Registration Statement, since each such co-registrant may be a guarantor of some or all of the debt securities of the Operating Partnership with respect to which offers and sales are registered under the Registration Statement.

Public Debt Offerings

On September 12, 2024, we completed an underwritten public offering of $500.0 million aggregate principal amount of the Operating Partnership’s 5.409% senior unsecured notes (the “Public 5.409% Notes”) due September 12, 2034. The Public 5.409% Notes are fully and unconditionally guaranteed, jointly and severally, by each of the Company, Americold Realty Operations, Inc., a wholly-owned subsidiary of the Company and a limited partner of the Operating Partnership (“Americold Realty Operations”), and certain subsidiaries of the Operating Partnership. Further details of this offering are described in “Note 9 - Debt” to the Notes to the Consolidated Financial Statements in our 2024 Annual Report on Form 10-K. The Public 5.409% Notes bear interest at a rate of 5.409% per year, and interest is payable on March 12 and September 12 of each year.

On April 3, 2025, we completed an underwritten public offering of $400.0 million aggregate principal amount of the Operating Partnership’s 5.600% senior unsecured notes (the “Public 5.600% Notes”) due May 15, 2032. The Public 5.600% Notes are fully and unconditionally guaranteed, jointly and severally, by each of the Company, Americold Realty Operations, and certain subsidiaries of the Operating Partnership. The Public 5.600% Notes bear interest at a rate of 5.600% per year, and interest is payable semi-annually on May 15 and November 15 of each year, with the first payment occurring on November 15, 2025. The proceeds from the issuance of the Public 5.600% Notes were used to repay a portion of borrowings previously outstanding.

In connection with the Public 5.600% Notes issuance in April 2025, we executed three treasury lock hedge transactions in March of 2025 to hedge the risk-free treasury yield component of the overall rate ultimately assigned to the $400.0 million public debt offering. The treasury locks were tied to $300.0 million of the principal and secured a treasury yield range of 4.0957% to 4.0985%. The transactions settled on March 25, 2025, when the notes were priced, and included proceeds of $1.3 million, which were recognized as a gain within "Accumulated other comprehensive loss" on the Condensed Consolidated Balance Sheets. These amounts are amortized on a straight-line basis as a decrease to “Interest expense” over the term of the Public 5.600% Notes, beginning in April 2025.

In connection with the issuance of the Public 5.600% Notes, we incurred approximately $4.2 million of debt issuance costs. Additionally, the notes were priced at 99.862% of the principal amount which resulted in a discount amount of $0.6 million. The total of debt issuance costs incurred, including the discount, was approximately $4.8 million. The unamortized balance of the debt issuance costs and discount are included in “Senior unsecured notes and term loans - net of deferred financing costs” on the Condensed Consolidated Balance Sheets and totaled $4.5 million as of September 30, 2025. These costs are amortized to “Interest expense” over the term of the Public 5.600% Notes, beginning in April 2025, using the effective interest method.

The Public 5.600% Notes may be redeemed at the option of the Company. Prior to March 15, 2032, the Public 5.600% Notes may be redeemed at our option, in whole or in part, at any time and from time to time, at the Operating Partnership’s option and sole discretion, at a redemption price equal to the greater of (i) 100% of the principal amount of the Public 5.600% Notes being redeemed, or (ii) a make-whole premium calculated in accordance with the indenture, plus, in either case, unpaid interest accrued thereon to, but excluding the redemption date. On or after March 15, 2032, the Public 5.600% Notes may be redeemed at our option, in whole or in part, at any time and from time to time, at a redemption price in cash equal to 100% of the principal amount of the Public 5.600% Notes to be redeemed, plus any unpaid interest accrued thereon to, but excluding, the redemption date.

Security Interests in Customers’ Products

By operation of law and in accordance with our customer contracts (other than leases), we typically receive warehouseman’s liens on products held in our warehouses to secure customer payments. Such liens permit us to take control of the products and sell them to third parties in order to recover any monies receivable on a delinquent account, but such products may be perishable or otherwise not available to us for re-sale. Historically, in instances where we have warehouseman’s liens and our customer sought bankruptcy protection, we have been successful in receiving “critical vendor” status, which has allowed us to fully collect on our accounts receivable during the pendency of the bankruptcy proceeding.

Our bad debt expense was $2.3 million and $1.6 million for the three months ended September 30, 2025 and 2024, and $3.7 million and $3.0 million for the nine months ended September 30, 2025 and 2024, respectively. As of September 30, 2025 and December 31, 2024, we maintained bad debt allowances of approximately $16.8 million and $24.4 million, respectively, which we believe to be adequate. The decrease in the allowance is aligned with the decrease in accounts receivable as of September 30, 2025.

Dividends and Distributions

We are required to distribute 90% of our taxable income (excluding capital gains) on an annual basis in order to continue to qualify as a REIT for federal income tax purposes. Accordingly, we intend to make, but are not contractually bound to make, regular quarterly distributions to stockholders from cash flows from our operating activities. While historically we have satisfied this distribution requirement by making cash distributions to our stockholders, we may choose to satisfy this requirement by making distributions of cash or other property. All such distributions are at the discretion of our Board of Directors. We consider market factors and our performance in addition to REIT requirements in determining distribution levels. We have distributed at least 100% of our taxable income annually since inception to minimize corporate-level federal income taxes. Amounts accumulated for distribution to stockholders are invested primarily in interest-bearing accounts, which are consistent with our intention to maintain our status as a REIT.

As a result of this distribution requirement, we cannot rely on retained earnings to fund our ongoing operations to the same extent that other companies which are not REITs can. We may need to continue to raise capital in the debt and equity markets to fund our working capital needs, as well as potential developments in new or existing properties, acquisitions or investments in existing or newly created joint ventures. In addition, we may be required to use borrowings under our revolving credit facility, if necessary, to meet REIT distribution requirements and maintain our REIT status.

On September 3, 2025, the Company’s Board of Directors declared a 5% increase in the dividend, as compared to the prior year, to $0.23 per share for the third quarter of 2025, which was paid on October 15, 2025 to common stockholders of record as of September 30, 2025.

For further information regarding dividends and distributions, refer to our Consolidated Financial Statements included in our 2024 Annual Report on Form 10-K as filed with the SEC.

Outstanding Indebtedness

The following table summarizes our outstanding indebtedness as of September 30, 2025:

(In thousands)

(1) The total includes borrowings with a variable interest rate that have been effectively hedged through interest rate swaps, Sale-leaseback financing obligations and Financing lease obligations.

(2) The effective interest rate presented includes the amortization of deferred financing costs and is based on the hedged rates for the $375.0 million Senior Unsecured Term Loan A Facility Tranche A-1, the C$250.0 million Senior Unsecured Term Loan A Facility Tranche A-2, and the $270.0 million Senior Unsecured Term Loan A Facility Tranche A-3. All other debt instruments are based on contractual rates. This rate excludes contractual rates associated with the sale leaseback and financing obligation debt like instruments shown in the table above.

The variable rate debt shown above bears interest at interest rates based on various SOFR, CORRA, BBSW, EURIBOR, and BKBM rates, depending on the respective agreement governing the debt, including our global revolving credit facilities. As of September 30, 2025, our debt, excluding Sale-leaseback financing obligations and Financing lease obligations, had a weighted average term to maturity of approximately 4.6 years, assuming exercise of extension options.

For further information regarding outstanding indebtedness, refer to Note 4 - Debt, Note 5 - Derivative Financial Instruments and Note 9 - Accumulated Other Comprehensive Loss to our Condensed Consolidated Financial Statements included in this Quarterly Report on Form 10-Q.

Aggregate Future Repayments of Indebtedness

The aggregate maturities of indebtedness, excluding sale-leaseback financing obligations and financing lease obligations, as of September 30, 2025 for each of the next five years and thereafter, are as follows:

(In thousands)

(1) $200.0 million of the debt listed to mature by September 30, 2026 represents the Senior Unsecured Private Series A Notes. $375.0 million of the debt listed to mature by September 30, 2026 represents the Senior Unsecured Term Loan A Facility Tranche A-1. The terms of this agreement include an option for two twelve-month extensions past the original contractual maturity date in August of 2025. In June 2025, the Company exercised the first twelve-month extension, which extended the maturity date to August of 2026. The Company retains the right to exercise the second twelve-month extension to extend the maturity date to August of 2027. The remaining $364.8 million listed to mature by September 30, 2026 represents outstanding borrowings on the Senior Unsecured Revolving Credit Facility. The terms of this agreement include an option for two six-month extensions past the contractual maturity date in August of 2026.

Credit Ratings

Our capital structure and financial practices have earned us investment grade credit ratings from three nationally recognized credit rating agencies as follows:

• BBB with a (Stable Outlook) from Fitch
• BBB with a (Positive Trend) outlook from DBRS Morningstar
• Baa3 with a (Stable Outlook) from Moody’s

These credit ratings are important to our ability to issue debt at favorable rates of interest, among other terms. Refer to our risk factor “Adverse changes in our credit ratings could negatively impact our financing activity” in our 2024 Annual Report on Form 10-K.

Maintenance Capital Expenditures and Repair and Maintenance Expenses

We utilize a strategic approach to maintenance capital expenditures and repair and maintenance expenses to maintain the high quality and operational efficiency of our warehouses and equipment and ensure that our assets meet the “mission-critical” role they serve in the cold chain. The Company assesses its capital expenditure requirements regularly to ensure that it meets maintenance obligations in a timely manner.

Maintenance Capital Expenditures

Maintenance capital expenditures are capitalized funds used to uphold and extend the useful life of assets, resulting in future economic benefits. These expenditures relate to routine and recurring maintenance that are essential to sustain current operations. This includes the cost to purchase and install, repair, or construct assets when it results in a useful life longer than one year and the cost per asset is over a de minimis threshold.

Examples of maintenance capital expenditures related to real estate are roof replacements, refrigeration equipment refurbishment, and racking system repairs. Examples of maintenance capital expenditures related to personal property include expenditures on material handling equipment and transportation assets. Examples of maintenance capital expenditures related to information technology include maintenance on existing servers, networking equipment and minor software updates.

Repair and Maintenance Expenses

We incur repair and maintenance expenses that include costs of routine maintenance and repairs that do not materially extend the useful life of the asset and minor replacements with an asset value that are less than a de minimis threshold. These expenditures are included as an operating expense in our statement of operations. Examples of repair and maintenance expenses include ordinary repairs on roofs, racking, refrigeration and material handling equipment.

The following table sets forth our repair and maintenance expenses for the three and nine months ended September 30, 2025 and 2024.

(In thousands)

External Growth and Integration Capital Expenditures

External growth and integration capital expenditures refer to investments to expand our operations and enhance market position through mergers and acquisitions. These expenditures typically include costs associated with acquiring new businesses, integrating operational systems, rebranding, and upgrading infrastructure to our standards. Unlike organic growth, which focuses on internal development through existing resources and capabilities, external growth strategies rely on leveraging external assets and synergies to drive value creation and achieve strategic objectives.

The Company completed the Houston acquisition on March 17, 2025 for total cash consideration of $108.4 million. The strategic benefits of the acquisition include the ability to accommodate a significant high-turn retail fixed committed customer.

Expansion, Development and Organic Capital Expenditures

Expansion, development and organic growth capital expenditures refer to investments to enhance our existing operations and increase storage capacity. Examples of capital expenditures associated with expansion, development and organic growth are warehouse and pallet position expansion, expansion of drop lots, greenfield developments, and purchase of leased facilities.

Customer Attraction and Retention Capital Expenditures

Customer attraction and retention capital expenditures refer to investments that enhance customer engagement, satisfaction, and loyalty to drive revenue growth for new and existing customers and reduce customer churn. These expenditures include replacing existing components of assets before the end of their functional lives, improvements to warehouse configurations to provide a more customer-friendly experience, and improvements to outdoor facades.

Technological Upgrades and Enhancements

Technological upgrades and enhancements refer to investments aimed at improving our technological infrastructure and capabilities to increase efficiency, productivity, and competitiveness. This category includes investments in hardware, software, and systems that automate processes, enhance data analytics, and improve cyber security. This category also includes sustainability initiatives including the installation of LED lighting, solar panels, hydrogen fuel cells, high speed dock doors, and other asset modernization.

The following table sets forth our total capital expenditures for the three and nine months ended September 30, 2025 and 2024.

(In thousands)

(1) Capital expenditures in the Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2025 include $32.5 million of costs accrued as of December 31, 2024 and paid during the nine months ended September 30, 2025. Such expenditures exclude $72.9 million of costs accrued during the nine months ended September 30, 2025 that will be paid in a future period.

Capitalized Interest and Other Costs

We incurred capitalized interest of $9.3 million and $4.6 million for the three months ended September 30, 2025 and 2024, respectively, and $19.4 million and $12.1 million for the nine months ended September 30, 2025 and 2024, respectively, which is included in the capital expenditures noted in the table above. We also incurred capitalized compensation and travel expense aggregating to $10.4 million and $8.9 million during the three months ended September 30, 2025 and 2024, respectively, and $29.4 million and $19.0 million during the nine months ended September 30, 2025 and 2024, respectively.

CRITICAL ACCOUNTING ESTIMATES

Refer to Part II, “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our 2024 Annual Report on Form 10-K for a discussion of our critical accounting estimates and assumptions. There were no material changes during the period covered by this Quarterly Report to the critical accounting estimates and assumptions previously disclosed in our 2024 Annual Report on Form 10-K.

HISTORICAL CASH FLOWS

The following summary discussion of our cash flows is based on the Condensed Consolidated Statements of Cash Flows and is not meant to be an all-inclusive discussion of the changes in our cash flows for the periods presented below.

(In thousands)

Operating Activities

For the nine months ended September 30, 2025, our net cash provided by operating activities was $229.4 million, a decrease of $19.8 million compared to $249.3 million for the nine months ended September 30, 2024. This decrease was primarily driven by a $10.9 million decrease in total segment contribution on a constant currency basis, higher expenses associated with the implementation of Project Orion, and other increased expenses associated with non-routine transactions recognized within Acquisition, cyber incident, and other, net. These impacts were partially offset by other favorable changes in net working capital (as compared to the impact of changes in working capital in the prior period).

Investing Activities

Net cash used in investing activities was $511.2 million for the nine months ended September 30, 2025. Additions to property, buildings, and equipment were $434.5 million, reflecting capitalized maintenance expenditures and investments in our various expansion and development projects. Additionally, the Company completed the Houston acquisition for total cash consideration of $108.4 million. Refer to Note 2 - Business Combinations to these Condensed Consolidated Financial Statements for further details of this transaction. Other investing activities included cash outflows of $19.7 million associated with a loan to the RSA joint venture. Cash provided by investing activities consisted of $27.5 million of total proceeds from the sale of the equity interest in the SuperFrio joint venture, as well as $25.5 million of total proceeds primarily related to the sale of certain facilities.

Net cash used in investing activities was $206.4 million for the nine months ended September 30, 2024. Additions to property, buildings, and equipment were $204.3 million, reflecting capitalized maintenance expenditures and investments in our various expansion and development projects. Additionally, we invested $11.4 million in a loan to the RSA joint venture. This was partially offset by proceeds from a sold facility of $9.3 million.

Financing Activities

Net cash provided by financing activities was $263.4 million for the nine months ended September 30, 2025. Cash provided by financing activities consisted of $400.0 million public debt offering and $456.3 million in proceeds from our Senior Unsecured Revolving Credit Facility, a portion of which was used to fund the Houston acquisition. Cash used in financing activities consisted of $195.7 million for quarterly dividend payments, $366.0 million in repayments on our Senior Unsecured Revolving Credit Facility, and $27.4 million in finance lease repayments.

Net cash used in financing activities was $41.8 million for the nine months ended September 30, 2024. Cash used in financing activities consisted of $885.3 million in repayments to our Senior Unsecured Revolving Credit Facility, $189.2 million for quarterly dividend payments, $191.0 million related to the facilities accounted for as failed sale-leaseback, and $33.9 million in aggregate lease repayments. Cash provided by financing activities primarily consisted of $759.2 million in proceeds from our Senior Unsecured Revolving Credit Facility and $500.0 million in proceeds from our Public Senior Unsecured Notes offering, which were used to repay a portion of the borrowings outstanding under the Senior Unsecured Revolving Credit Facility and to fund issuance costs related to the offering.

NEW ACCOUNTING PRONOUNCEMENTS

Refer to Note 1 - General to our Condensed Consolidated Financial Statements included in this Quarterly Report on Form 10-Q.

SUPPLEMENTAL GUARANTOR FINANCIAL INFORMATION

On September 12, 2024, we completed an underwritten public offering of $500.0 million aggregate principal amount of the Operating Partnership’s Public 5.409% Notes due September 12, 2034. Interest is payable on March 12 and September 12 of each year, with the first payment made on March 12, 2025.

On April 3, 2025, we completed an underwritten public offering of $400.0 million aggregate principal amount of the Operating Partnership’s Public 5.600% Notes due May 15, 2032. Interest is payable on May 15 and November 15 of each year, with the first payment occurring on November 15, 2025.

On the date of issuance of both the Public 5.409% Notes and the Public 5.600% Notes, each of the Company and Americold Realty Operations, Inc. (together, the “Parent Guarantors”), and each of Nova Cold Logistics, Americold Australian Holdings and Icecap Properties NZ Limited (the “Subsidiary Guarantors” and together with the Parent Guarantors, the “Initial Guarantors”), jointly and severally, fully and unconditionally guaranteed the Operating Partnership’s obligations under the Public 5.409% Notes and the Public 5.600% Notes, including the due and punctual payment of principal of, and premium, if any, and interest on, the Public 5.409% Notes and the Public 5.600% Notes.

The following table contains the summarized financial information of the Initial Guarantors and the Operating Partnership (collectively, the “Obligor Group”) on a combined basis after the elimination of intercompany balances and transactions between entities in the Obligor Group as of September 30, 2025 and December 31, 2024 and for the nine months ended September 30, 2025:

(In thousands)

(In thousands)

Separate consolidated financial statements of the Operating Partnership have not been presented in accordance with Rule 3-10 of Regulation S-X and Rule 12h-5 under the Securities and Exchange Act of 1934.

Interest Rate Risk

Our future income and cash flows relevant to financial instruments are dependent upon prevalent market interest rates. Market risk refers to the risk of loss from adverse changes in market prices and interest rates.

As of September 30, 2025, we had $645.0 million of outstanding USD-denominated variable-rate debt and C$250.0 million of outstanding CAD-denominated variable-rate debt under the Senior Unsecured Term Loan Facility. This consisted of our Senior Unsecured Term Loan A Facility bearing interest at adjusted one-month SOFR (which includes an adjustment of 0.10%) for the USD tranches and adjusted daily CORRA (which includes an adjustment of 0.30%) for the CAD tranche. These rates are also subject to contractual margins of 0.94%. Additionally, we have entered into interest rate swaps to effectively lock in the floating rates on all of our USD-denominated term loans at a weighted average rate of 4.20% and our CAD-denominated term loan at a rate of 4.53%.

Additionally, as of September 30, 2025, we had $52.0 million, C$80.0 million, €70.5 million, A$207.5 million, and NZ$61.0 million outstanding of Senior Unsecured Revolving Credit Facility draws. At September 30, 2025, adjusted daily SOFR (which includes an adjustment of 0.10%) (USD) was approximately 4.24%, adjusted daily CORRA (which includes an adjustment of 0.30%) (CAD) was approximately 2.85%, one-month BBSW (AUD) was approximately 3.59%, one-month EURIBOR (Euro) was approximately 1.91%, and one-month BKBM (NZD) was approximately 3.10%. These rates are also subject to contractual margins of 0.84%. The interest rate paid on borrowings can never drop below 0.0%. A 100 basis point increase in market interest rates would result in an increase in annual interest expense to service our variable-rate debt of approximately $3.6 million, and a 100 basis point decrease in market interest rates would result in a $3.6 million decrease in annual interest expense. Our interest rate risk exposure at September 30, 2025 was not materially different than what we disclosed in our 2024 Annual Report on Form 10-K as filed with the SEC.

Foreign Currency Risk

As it relates to the currency of countries where we own and operate warehouse facilities and provide logistics services, our foreign currency risk exposure at September 30, 2025 was not materially different than what we disclosed in our 2024 Annual Report on Form 10-K as filed with the SEC. The information concerning market risk in Item 7A under the caption “Quantitative and Qualitative Disclosures About Market Risk” of our 2024 Annual Report on Form 10-K, is hereby incorporated by reference in this Quarterly Report on Form 10-Q.

Evaluation of Controls and Procedures

In accordance with Rule 13a-15(b) of the Exchange Act, the Company’s management, with the participation of the Chief Executive Officer and the Chief Financial Officer, carried out an evaluation of the effectiveness of the Company’s “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act, as of the end of the period covered by this Quarterly Report on Form 10-Q. Based on that evaluation, the Company’s Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures were effective at a reasonable assurance level as of September 30, 2025.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting during the three months ended September 30, 2025 that materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

Investing in our securities involves risks and uncertainties. You should consider and read the information contained in our 2024 Annual Report on Form 10-K, including the risk factors identified in Item 1A of Part I thereof (“Risk Factors”). Any of the risks discussed in our 2024 Annual Report on Form 10-K and in other reports we file with the SEC, and other risks we have not anticipated or discussed, could have a material adverse impact on our business, financial condition or results of operations. As of September 30, 2025, no material changes had occurred to the risk factors previously disclosed in our 2024 Annual Report on Form 10-K.